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10. Handling of City Data - In the event of a termination of this Agreement, Software Provider shall <br />implement an orderly return of City data in a CSV or another mutually agreeable format at a time <br />agreed to by the parties and the subsequent secure disposal of City data. During any period of <br />service suspension, Software Provider shall not take any action to intentionally erase any City data <br />for a period of 30 days after the effective date of termination, unless authorized by City. City shall <br />be entitled to any post -termination assistance generally made available with respect to the <br />Services; unless a unique data retrieval arrangement has been established as part of the SLA. <br />Software Provider shall securely dispose of all requested data in all of its forms, such as disk, CD/ <br />DVD, backup tape and paper, when requested by City. Data shall be permanently deleted and shall <br />not be recoverable, according to National Institute of Standards and Technology (NIST) -approved <br />methods. Certificates of destruction shall be provided to City. <br />11. Non -Assignability. The Consultant shall not assign, sublet, or transfer this Agreement or any <br />interest or obligation in the Agreement without the prior written consent of the City, and then only upon <br />such terms and conditions as City may set forth in writing. Consultant shall be solely responsible for <br />reimbursing subcontractors. <br />12. Indemnity and hold Harmless. Consultant shall defend, indemnify, and hold harmless, the City <br />and its officers, agents and employees from and against all claims, losses, damage, injury, and liability for <br />damages to the extent arising from, or alleged to have arisen from, errors, omissions, negligent or wrongful <br />acts of the Consultant in the performance of its services under this Agreement, regardless of whether the <br />City has reviewed or approved the work or services which has given rise to the claim, loss, damage, injury <br />or liability for damages. This indemnification shall extend for a reasonable period of time after completion <br />of the project as well as during the period of actual performance of services under this Agreement. The <br />City's acceptance of the insurance certificates required under this Agreement does not relieve the <br />Consultant from its obligation under this paragraph. <br />13. Cy-bersecurity Indeident. In the event a data breach occurs with respect to City Data, Software <br />Provider shall immediately notify the appropriate City contact by telephone in accordance with the agreed <br />upon security plan or security procedures if it reasonably believes there has been a security incident. <br />Software Provider shall (1) cooperate with City to investigate and resolve the data breach, (2) promptly <br />implement necessary remedial measures, if necessary, and (3) document responsive actions taken related <br />to the data breach, including any post -incident review of events and actions taken to make changes in <br />business practices in providing the services, if necessary. <br />14. Insurance. During the term of this Agreement, Consultant shall maintain in full force and effect, at <br />its own cost and expense, insurance coverages with insurers with an A.M. Best's rating of no less than <br />A:VII. Contractor shall have the obligation to furnish City, as additional insured, the minimum, coverages <br />identified below, or such greater or broader coverage for City, if available in the Contractor's policies: <br />a. General Liability and Bodily Injury Insurance. Commercial general liability <br />insurance with limits of at least $2,000,000 combined limit for bodily injury and property damage <br />that provides that the City, its officers, employees and agents are named as additional insureds under <br />the policy as evidenced by an additional insured endorsement satisfactory to the City Attorney. The <br />policy shall state in writing either on the Certificate of Insurance or attached rider that this insurance <br />